(Thai) Annual Report 2005 - United Overseas Bank

Corporate Governance
To avoid any conflicts of interest, all employees are required
to follow this code of conduct.
Both the Board of Directors and management fully
understand and appreciate the vital role of confidentiality
in regard to the Bank’s information. The Bank places
comprehensive restrictions on the disclosure and use of
inside information to ensure confidentiality for the Bank,
its clients and business partners. Using such information
for individual benefit is strictly prohibited.
In fact, the restriction on disclosure and use of inside
information for individual benefit is integral to the
Bank‘s Code of Conduct, and included in the Rules and
Regulations for Securities Investment to be complied by
the Bank‘s staff. In accordance to Securities and Exchange
Commission‘s regulation, all directors and the management
team are prohibited to use inside information for personal
benefit. In addition, all directors and the management
team are also obliged to declare all transactions pertaining
to Bank‘s shares by reporting any securities investments
in the Bank to the Office of the Securities and Exchange
Commission within 3 days from the execution date.
9. Aggregation or Segregation of Positions
Different persons occupy the positions of Chairman, and
President/CEO. The Chairman of the Bank is a Chairman of
the Board. The President/CEO serves as the Chairman
of the Management Committee and is responsible for
implementing and fulfilling the business plan and other
programs / policies as approved by the Board of Directors.
10. Remuneration for Directors and the Management
Remuneration for the directors is reviewed by the Nomination
and Compensation Committee and recommended to the
Board for approval. It is the policy of the Nomination and
Compensation Committee to set remuneration in line with
market practice. Directors fees are further proposed to
the shareholders for approval.
11. Board of Directors Meetings
The Secretary of the Board is obliged to send the Board
meeting invitations to Board members at least seven days
prior to the date of the meetings. However, in urgent
cases, meetings can take place with shorter notice using
electronic media for sending the invitation. The minutes
of the meeting shall be kept at the Bank‘s Head Office.
8. Balance of Power for Non-executive Directors
The Board of Directors‘ meetings take place at a minimum
of once every three months in line with the Public Limited
Companies Act B.E. 2535. As at 31 December 2005 the
Board members comprised of eleven directors, i.e. the
Chairman, three independent directors, three executive
directors comprising the President and CEO, and Deputy
President and Deputy CEO, Senior Executive Vice President
and four non-executive directors. No fewer than half of
the total member of directors constitute a quorum for the
Board of Directors’ meeting.
One of the independent directors of the Bank has
attended the Director Certification Program (DCP), and
the other two independent directors attended the
Director Accreditation Program (DAP) organized by the
Thai Institute of Directors.
In 2005, the Bank’s Board of Directors held 5 meetings,
and the Audit Committee held 5 meetings. The attendance
of each director is as follows :
Board of Directors‘ meeting Meetings attended
1. Mr. Wee Cho Yaw 4/5
2. Mr. Wee Ee Cheong 2/5
3. Dr. Pongsak Hoontrakul 3/3
(appointed on 1 Jun. 05)
4. Mr. Suebtrakul Soonthornthum 4/5
5. Mr. Chinnawat Bulsuk 5/5
6. Mr. Lee Chin Yong 5/5
7. Mr. Poon Hon Thang 3/5
8. Mr. Quek Cher Teck 3/4
(appointed on 15 Feb. 05)
9. Mr. Wong Kim Choong 5/5
10. Mr. Chua Teng Hui 4/5
United Overseas Bank (Thai) Public Company Limited 121